The Annual General Meeting of 365 hf. will be held on Tuesday 20th March 2007 at 4.00 p.m. at Radisson SAS Hotel Saga, Hagatorg. Agenda 1. Report of the Board of Directors on the activities of the company in 2006 2. The accounts of the company and auditors' report submitted for confirmation 3. Proposal on payment of dividends 4. Motions to amend the Company Articles of Association Proposal that the Articles of Association will be changed to the effect that the agenda of the AGM shall include a proposal of the Board of Directors on a remuneration policy. One week before an AGM, at the latest, the report of the Board of Directors and the Board's proposal on the remuneration policy, shall be available for inspection by the shareholders at the company's office. Proposal that the Articles of Association state that information on candidates for the Board of Directors shall be available at the Company office no later than two days prior to the shareholders' meeting. 5. Proposal of the Board of Directors on a remuneration policy 6. Elections to the Board of Directors for the term of one year. 7. Election of Auditors 8. Determination of the remuneration of the Board of Directors 9. Proposal to grant the Board of Directors authorization to purchase own share in accordance with Article 55 of the Companies Act No.. 2/1995 10. Other matters The agenda, final submissions and the company's financial statements as well as the auditors' report will be on display at the company's headquartes a week before the meeting. Ballots and other documents will be available at Radisson SAS Hotel Saga at the beginning of the meeting. Ballot papers and other material will be distributed at the entrance at the beginning of the meeting. The Board of Directors of 365 hf. Proposals according to the Agenda of 365 hf. Annual General Meeting 20 March 2007. Item 3. The Board of Directors does not propose any payments of dividends for the year 2006. Item 4. Will be presented by the Chairman of the Meeting. Item 5 The Board of Directors proposes the following remuneration policy for the company; Item 6 Will be presented by the Chairman of the Meeting. Item 7 The Board of Directors proposes KPMG Endurskoðun hf. as the company's Auditors. Item 8 The Board of Directors proposes the remuneration of the members of the Board to remain unchanged. Individual Board Members will receive ISK 100.000 pr month and the Chairman 200.000 pr. month. Alternative members will receive ISK 50.000 for each meeting attended. The maximun payment of alternative members is ISK 1.200.000. Item 9 The Board of Directors proposes to the Annual General Meeting that it be authorised to purchase own shares in accordance with Article 55 of the Companies Act, up to 10% of the company's shares. The minimum price shall be the shares nominal value and maximum 10% beyond market price at each time. The Authorisation remains valid until the next Annual General Meeting. Exposition: The proposal is in accordance with Article 55 of the Companies Act No. 2/1995, 365 hf. Remuneration Policy 1. Objective The objective of this remuneration policy is to render employment at the company desirable. In order to achieve this aim the Board of Directors must be empowered to offer competitive salaries and other remuneration taking into consideration comparable companies in Iceland and abroad. 2. Board of Directors - Terms The Members of the Board of Directors shall receive a fixed monthly payment in accordance with a resolution passed at the company's Annual General Meeting, ref. Article 79 of the Companies Act No. 2/1995. The Board submits a proposal for the upcoming operation year taking into consideration the time spent on Board Member duties, the responsibility involved and the company's operations. 3. Chief Executive Officers - Terms A written contract of employment must be entered into between the company and the CEO. The terms of his employment shall be competitive. The basic salary and other remuneration of the CEO shall be decided on the basis of his education, experience and previous duties Other terms of employment such as benefits, leave and terms of notice shall be specified in the employment contract. An initial recruitment payment is permitted. The CEO's employment contract shall in general be exhaustive in terms of payments in case of termination. However, in special circumstances the Board of Directors may conclude a specific compromise agreement. 4. Senior Management - Acknowledgments The CEO may propose to the Board of Directors acknowledgments to senior management in addition to their basic salaries in the form of shares, bonuses, call options or other benefits related to the share price or its development; as well compromise or retirement agreements. The status of the Member of management in question, responsibility, performance and future prospects shall be taken into account when deciding upon such additional terms. 5. Approval of the Remuneration Policy The company's remuneration policy shall be presented at the Annual General Meeting for approval and shall be subject to annual review. The Remuneration Policy is binding upon the Board of Directors in matters of call options or other agreements or terms related to the development of the company's share price, ref.. Paragraph 2 Article 79.of the Companies Act No.. 2/1995. Otherwise the policy shall be of guidance for the Board. Any deviation from the policy shall be noted in the meeting minutes of the Board and adequately justified. The Board must inform the Annual General Meeting of such deviations. Exposition: Article 79 of the Companies Act No. 2/1995 contains a new provision according to which the Board of Directors is to present a remuneration policy for the Annual General Meeting for approval. The Policy shall entail provisions on the remuneration of the CEO and senior management of the company as well as its Board of Directors. According to the said provision the policy shall present the basic elements of the terms of employment of senior management and the company policy related thereto. Furthermore, it must provide information on to what extent and under which circumstances management may be afforded rights or benefits in addition to their basic salaries such as call or put options, bonuses and other payments relating to the share price of the company as well as any and all compromise and retirement agreements or loans. The said amendment of the Companies Act derives from the implementation of the Commission Recommendation 2004/913/EB of 14 December 2004 on Directors' Remuneration. The Board of Directors of 365 hf. intends with this remuneration policy, submitted to the company's Annual General Meeting, to provide the company with a realistic remuneration policy which allows it to attract excellent management and thereby secure the company's competitiveness.